SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                  For the quarterly period ended June 30, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                                    000-30087
                             Commission file number

                                  AMG OIL LTD.
        (Exact name of Small Business Issuer as Specified in its Charter)

              State of Nevada                                        NA
   (State or other jurisdiction                              (I.R.S. Employer
 of Incorporation or Organization)                    or Identification Number)


                          Suite 1400, 700 - 6th Avenue,
                              Calgary, AB, T2P-0T8
                     (Address of Principal Executive Offices)
                                 (403) 531-9718
                (Issuer's Telephone Number, including Area Code)

 Check whether the Issuer (1) filed all reports required to be filed by Section
 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
 period that the Registrant was required to file such reports), and (2) has been
           subject to such filing requirements for the past 90 days.

                         Yes [X]                 No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

    Check whether the registrant filed all documents and reports required to be
  filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
           securities under a plan confirmed by court. Yes     No
                                                           ---    ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the Issuer's classes of common
 equity, as of the latest practicable date: Common, $.00001 par value per share:
                   19,600,000 outstanding as of June 30, 2001

    Transitional Small Business Disclosure Format (check one): Yes     No  X
                                                                   ---    ---


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Consolidated Interim Balance Sheets
================================================================================

                                       June 30,        June 30,    September 30,
                                         2001            2000          2000
                                      (Unaudited -   (Unaudited -   (Audited)
                                      Prepared by    Prepared by
                                      Management)    Management)

Assets
Current
Cash                                 $    294,776   $    101,281   $   850,808
Accounts receivable                             4            441           163
Prepaid expenses                            4,008          4,397         6,403
--------------------------------------------------------------------------------

                                          298,788        106,119       857,374

Investments (Note 3)                       12,275         33,026        31,041
Property and equipment                      4,403      1,278,888         5,378
Oil and gas interest (Note 4)             311,025           -          497,987
--------------------------------------------------------------------------------

Total Assets                         $    626,491   $  1,418,033   $ 1,391,780
--------------------------------------------------------------------------------


Liabilities
Current
Accounts payable and accrued
 liabilities                         $      2,984   $     26,382   $    15,012
Due to related parties (Note 5)            40,849         15,977        23,404
--------------------------------------------------------------------------------

Total Liabilities                          43,833         42,359        38,416
--------------------------------------------------------------------------------

Commitments and Contingencies
(Notes 1 and 6)

Stockholders' Equity
Common stock, $0.00001 par
 value (Note 7)
100,000,000 shares authorized
Issued and outstanding at June 30,
 2001: 19,600,000 shares
 2000: 19,200,000 shares                      196            192            196
Additional paid-in capital              2,802,581      1,782,660      2,723,059
Deficit accumulated during the
 development stage                     (2,220,119)      (407,178)    (1,369,891)
--------------------------------------------------------------------------------

Total Stockholders' Equity                582,658      1,375,674      1,353,364
--------------------------------------------------------------------------------

Total Liabilities and Stockholders'
 Equity                              $    626,491   $ 1,418,033    $  1,391,780
--------------------------------------------------------------------------------

     See accompanying notes to the consolidated financial statements


<PAGE>



================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Consolidated Interim Statements of Operations
(Unaudited - Prepared by Management)
================================================================================
<TABLE>
<CAPTION>
                                                                                                                     Cumulative
                                                                                                                   from Inception
                                                    Three Months     Three Months     Six Months     Six Months    on February 20,
                                                        Ended            Ended           Ended          Ended          1997 to
                                                       June 30,         June 30,        June 30,       June 30,        June 30,
                                                         2001             2000            2001           2000            2001
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>               <C>             <C>             <C>             <C>
Expenses

General and administrative                         $     39,259      $     87,381    $    135,206    $    131,613    $    489,475
Loss on sale of investment                                 -                 -               -               -             16,135
Write-down of investment                                   -                6,749          18,766          19,850         233,498
Write-down of oil and gas interest                       (1,984)             -            709,344            -          1,543,900
-----------------------------------------------------------------------------------------------------------------------------------

                                                         37,275            94,130         863,316         151,463       2,283,008
-----------------------------------------------------------------------------------------------------------------------------------

Other Income

Interest income                                           3,200             1,853          13,088           7,706          55,950
Gain on sale of oil and gas interest                       -                 -               -               -              6,939
-----------------------------------------------------------------------------------------------------------------------------------

                                                          3,200             1,853          13,088           7,706          62,889
-----------------------------------------------------------------------------------------------------------------------------------

Net loss for the period                            $    (34,075)     $    (92,277)   $   (850,228)   $   (143,757)   $ (2,220,119)
===================================================================================================================================

Basic and diluted loss
 per share (Note 8)                                $      (0.00)     $      (0.00)   $      (0.04)   $      (0.01)   $      (0.11)
===================================================================================================================================
</TABLE>



     See accompanying notes to the consolidated financial statements


<PAGE>


================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Consolidated Interim Statements of Cash Flows
(Unaudited - Prepared by Management)
================================================================================
<TABLE>
<CAPTION>
                                                                                                                     Cumulative
                                                                                                                   from Inception
                                                    Three Months     Three Months    Nine Months    Nine Months    on February 20,
                                                        Ended            Ended           Ended          Ended          1997 to
                                                       June 30,         June 30,        June 30,       June 30,        June 30,
                                                         2001             2000            2001           2000            2001
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>               <C>             <C>             <C>             <C>
Operating Activities
Net loss for the period                            $    (34,075)     $    (92,277)   $   (850,228)   $   (143,757)   $ (2,220,119)
Adjustments to reconcile net loss to
 cash applied to operating activities:
 Depreciation                                               359               150           1,077             220           1,487
 Compensation expense from stock
  options                                                21,495             1,852          79,522           1,852         121,777
 Loss on sale of investments                               -                 -               -               -             16,135
 Write-down of investments                                 -                6,749          18,766          19,850         233,498
 Write-down of oil and gas interest                      (1,984)             -            709,344            -          1,543,900
 Gain on sale of oil and gas interest                      -                 -               -               -             (6,939)
Changes in non-cash working capital:
 Accounts receivable                                          2              (142)            159            (349)             (4)
 Accounts payable and accrued
  liabilities                                            (3,473)            5,995         (12,028)         20,310           2,984
 Due to related parties                                   4,056             3,179          17,445          15,977          40,849
 Prepaid expenses                                          -                6,060           2,395          (4,397)         (4,008)
-----------------------------------------------------------------------------------------------------------------------------------

Net cash used in operating activities                   (13,620)          (68,434)        (33,548)        (90,294)       (270,440)
-----------------------------------------------------------------------------------------------------------------------------------

Financing Activities
 Common shares issued for cash                             -              250,000            -            250,000        2,681,000
-----------------------------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                  -              250,000            -            250,000        2,681,000
-----------------------------------------------------------------------------------------------------------------------------------

Investing Activities
Purchase of investments                                    -                 -               -               -            (324,856)
Proceeds from sale of investments                          -                 -               -               -              72,948
Oil and gas exploration expenditures                      2,744          (105,919)       (522,382)       (311,063)      (1,857,986)
Purchase of property and equipment                           (1)           (1,965)           (102)         (5,491)          (5,890)
-----------------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in)
 investing activities                                     2,743          (107,884)       (522,484)       (316,554)      (2,115,784)
-----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash
 during the period                                      (10,877)           73,682        (556,032)       (156,848)         294,776
Cash position - Beginning of period                     305,653            27,599         850,808         258,129             -
-----------------------------------------------------------------------------------------------------------------------------------

  Cash position - End of period                    $    294,776      $    101,281    $    294,776    $    101,281    $     294,776
===================================================================================================================================
</TABLE>


     See accompanying notes to the consolidated financial statements

<PAGE>



================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Consolidated Interim Statements of Changes in Stockholders' Equity
(Unaudited - Prepared by Management)
================================================================================
For the Nine Months Ended June 30, 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  Deficit
                                                                                Accumulated
                                                              Additional         During the          Total
                                     Common Stock              Paid-in          Development       Stockholders'
                             ----------------------------
                               Shares           Amount         Capital             Stage             Equity
                             ------------------------------------------------------------------------------------
<S>                          <C>              <C>              <C>            <C>                <C>
Balance at September 30,
  2000                       19,600,000       $       196      $ 2,723,059    $(1,369,891)       $ 1,353,364

Net compensation expense
  from stock options                                                79,522                            79,522
Net loss during the period                                                       (850,228)          (850,228)
                             ------------------------------------------------------------------------------------

Balance at June 30,
  2001                      19,600,000        $       196      $ 2,802,581    $(2,220,119)       $   582,658
                             ====================================================================================
</TABLE>

   See accompanying notes to the consolidated financial statements

<PAGE>



================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================
For the Nine Months Ended June 30, 2001 and 2000
--------------------------------------------------------------------------------

NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

The Company was incorporated under the laws of the State of Nevada as Trans New
Zealand Oil Company on February 20, 1997. The Company's name was subsequently
changed to AMG Oil Ltd. on July 27, 1998. The business of the Company is the
acquisition and exploration of oil and gas interests.

The Company is a development stage enterprise and is required to identify that
these consolidated financial statements are those of a development stage
enterprise in accordance with paragraph 12 of Statement of Financial Accounting
Standards No. 7. However, the Company is primarily engaged in the exploration
of PEP 38256, its only oil and gas interest, and is not engaged in the
development of PEP 38256, as that term is defined in the oil and gas industry.

The Company has yet to determine whether PEP 38256 contains oil and gas reserves
that are economically recoverable. Further, there can be no assurance that the
Company will ever discover commercial quantities of oil and gas or obtain proved
reserves. The recoverability of the amounts capitalized for oil and gas
property is dependent upon the completion of exploration work, the discovery of
oil and gas reserves in commercial quantities and the subsequent development of
such reserves.

The Company does not generate sufficient cash flow from operations to fund its
entire exploration activities and has therefore relied principally upon the
issuance of securities for financing. Additionally, the Company may reduce its
exposure in its oil and gas interest by farming out to other participants. The
Company intends to continue relying upon these measures to finance its
operations and exploration activities to the extent such measures are available
and obtainable under terms acceptable to the Company. These conditions raise
substantial doubt regarding the Company's ability to continue as a going
concern.

Refer to Note 6

NOTE 2 - ACCOUNTING PRINCIPLES AND USE OF ESTIMATES

The accompanying unaudited consolidated interim financial statements of AMG Oil
Ltd. and its wholly owned subsidiaries, AMG Oil Holdings Ltd., AMG Oil (NZ)
Limited and Trans New Zealand Oil (PNG) Limited have been prepared in accordance
with generally accepted accounting principles for interim financial information
and the instructions to Form 10-QSB as prescribed by the Securities and Exchange
Commission. This form 10-QSB should be read in conjunction with the Company's
September 30, 2000 Form 10-KSB. All material adjustments which, in the opinion
of management, are necessary for a fair presentation of the results for the
interim periods have been reflected. The results of the nine months ended June
30, 2001 are not necessarily indicative of the results to be expected for the
full year.

NOTE 3 - INVESTMENTS

Investments are comprised of 6,617 common shares (2000: 6,617 shares)
(previously 79,400 shares prior to a 1 for 12 share consolidation) of
Trans-Orient Petroleum Ltd. ("Trans-Orient") acquired at a cost of $235,773
(2000: $235,773) and having a fair value of $2,779 (2000: $23,026) and 600,000
common shares (2000: 600,000) of Gondwana Energy, Ltd. ("Gondwana") acquired at
a deemed cost of $10,000 and having a fair value of $10,000 (June 30, 2000:
$10,000).


<PAGE>

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================
For the Nine Months Ended June 30, 2001 and 2000
--------------------------------------------------------------------------------

NOTE 3 - INVESTMENTS (continued)

During the nine month period ended June 30, 2001 the Company recorded a
write-down of investments of $18,766, compared to a $19,850 write-down for the
comparable period in 2000, resulting from an other-than-temporary impairment in
the fair value of Trans-Orient. The amount of the write-down was accounted for
as a realized loss and included in earnings.

Refer to Note 5

NOTE 4 - OIL AND GAS INTEREST

As at June 30, 2001, the Company has a 52.5% participating interest in Petroleum
Exploration Permit 38256 ("PEP 38256"), which was granted on August 25, 1997.
PEP 38256 is located in New Zealand and provides for the exclusive right to
explore for petroleum for an initial term of five years, renewable for an
additional five years. One-half of the original area was relinquished on August
25, 2000, and a further one half of the remaining area is required to be
relinquished upon renewal of PEP 38256, by August 25, 2002. The other
participant's in PEP 38256 are Indo-Pacific Energy Ltd. ("Indo-Pacific") (20%),
as the operator, Durum Cons. Energy Corp. ("Durum") (10%), Magellan Petroleum
Australia Limited (7.5%) and Orion Exploration Limited (10%).

During the period, as approved by a directors resolution dated May 29, 2001 and
by the Minister of Energy of New Zealand, certain participants reorganized their
equity interests in the permit to streamline permit operations. Under the new
terms, the north and south beneficial acreages were combined into one. As a
result of the reorganization, effective July 2, 2001 the Company holds a 52.5%
interest in the entire permit.

During the period a ceiling test was performed by the operator of PEP 38256 and
as a result the Company has written off capitalized costs of $709,344 relating
to the property.

At June 30, 2001, PEP 38256 is in good standing with respect to its work
commitments. The Company's share of the committed work program for the balance
of the 2001 fiscal year requires an estimated $25,000 of exploration
expenditures to be incurred.

Refer to Notes 5 and 6

NOTE 5 - RELATED PARTY TRANSACTIONS

Certain transactions of the Company involve publicly traded companies having
directors, officers and/or principal shareholders in common with the Company.
These companies are Indo-Pacific Energy Ltd. ("Indo-Pacific"), Trans-Orient
Petroleum Ltd. ("Trans-Orient"), Durum Cons. Energy Corp. ("Durum"), Gondwana
Energy, Ltd. ("Gondwana") and Verida Internet Corp. ("Verida").

a)   Investments

Investments consist of 6,617 common shares of Trans-Orient and 600,000 common
shares of
Gondwana.

Refer to Note 3


<PAGE>

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================
For the Nine Months Ended June 30, 2001 and 2000
--------------------------------------------------------------------------------


NOTE 5 - RELATED PARTY TRANSACTIONS (continued)

b)   Oil and Gas Interest

By a farmout agreement dated November 10, 2000, the Company assigned a 20%
participating interest in the North Area of PEP 38256 to Durum in return for
funding 40% of all costs of drilling the Arcadia-1 exploration well.

Refer to Note 4

c)   Private Placements and Stock Options

By a resolution dated October 31, 2000, the Company agreed to grant a director
of the Company an option to purchase 15,000 common shares at an exercise price
of $2.00 per share, vesting over three years.

Refer to Note 7

d)   Consulting Agreements

During the nine months ended June 30, 2001, the Company paid $16,381 (2000: $
327) in consulting fees to directors of the Company. During the nine months
ended June 30, 2001, the Company incurred $ 9,968 (2000: $ 23,180) in consulting
fees and for website services to a company having directors, officers and/or
principal shareholders in common with the Company.

e)   Due to Related Parties

At June 30, 2001 the Company owed $40,849 (2000: $15,977) to certain companies
having directors, officers and/or principal shareholders in common with the
Company. This amount is non-interest bearing and has no fixed terms of
repayment.

f)   Other

During the nine months ended June 30, 2001, the Company incurred $46,518 (2000:
$34,806) of mainly general and administrative costs through DLJ Management
Corp., ("DLJ"), a wholly owned subsidiary of Trans-Orient. This amount
represents costs incurred by DLJ on behalf of the Company.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

The Company participates in oil and gas exploration and development activities
as a joint venturer with related parties and is contractually committed under
agreements to complete certain exploration programs. The Company's management
estimates that the total commitments under various agreements are approximately
$25,000.

The Company is not aware of any events of noncompliance in its operations with
any environmental laws or regulations nor of any potentially material
contingencies related to environmental issues. However, the Company cannot
predict whether any new or amended environmental laws or regulations introduced
in the future will have a material adverse effect on the future business of the
Company.


<PAGE>

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================
For the Nine Months Ended June 30, 2001 and 2000
--------------------------------------------------------------------------------

NOTE 7 - COMMON STOCK

a)   Authorized and Issued Share Capital

The authorized share capital of the Company is 100,000,000 shares of common
stock with a par value of $0.00001 per share. At June 30, 2001, there were
19,600,000 shares (June 30, 2000: 19,200,000 shares) issued and outstanding.

b)   Stock Options

The Company applies Accounting Principles Board Opinion No. 25: Accounting for
Stock Issued to Employees ("APB 25") to account for all compensatory stock
options granted. Further, Statement of Financial Accounting Standards No. 123:
Accounting for Stock-Based Compensation ("SFAS 123") requires additional
disclosure to reflect the results of the Company had it elected to follow SFAS
123.

SFAS 123 requires a fair value based method of accounting for all compensatory
stock options using the Black-Scholes option pricing model. However, these
models were developed for use in estimating the fair value of traded options and
require the input of and are highly sensitive to subjective assumptions
including the expected stock price volatility.

   The stock options granted by the Company have characteristics significantly
different from those of traded options and, in the opinion of management, the
existing model does not provide a reliable single measure of the fair value of
any compensatory stock options granted by the Company.

In accordance with SFAS 123, the following is a summary of the changes in the
Company's stock options for the period ended June 30, 2001 and 2000:


                                       2001                     2000
                             ---------------------------------------------------
                                            Weighted                  Weighted
                                             Average                   Average
                              Number        Exercise       Number     Exercise
     Fixed Options          of Shares          Price      of Shares      Price

     Balance at beginning
       of Period            1,017,500         $ 0.71      2,000,000     $ 0.50
     Granted                   15,000           2.00        217,500       1.50
     Exercised                   -               -       (1,200,000)      0.50
     Expired                 (800,000)          0.50           -           -
                            ----------                    ----------
     Outstanding and
      exercisable at end
      of Period               232,500         $ 1.53      1,017,500     $ 0.71
                            ==========                    ==========

     Weighted-average fair
      value of options
      granted during the
      period                                  $  -                      $  -
                                              ======                    ======



<PAGE>

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================
For the Nine Months Ended June 30, 2001 and 2000
--------------------------------------------------------------------------------


NOTE 7 - COMMON STOCK (continued)

During the nine months ended June 30, 2001, the Company granted stock options to
purchase 15,000 shares, exercisable at a price of $2.00 per share. As these
stock options were not compensatory in nature, the calculation of compensation
cost under APB 25 and SFAS 123 do not apply. Additionally, stock options to
purchase 800,000 shares at a price of $0.50 until December 31, 2000 expired as
they were not exercised.

During the 2000 fiscal year, the Company granted stock options to purchase a
total of 217,500 shares exercisable at a price of $1.50 per share. The weighted
average fair value of the options granted was estimated at the date of grant or
amendment using a Black-Scholes option pricing model with the following
weighted-average assumptions: risk free interest rate of 6.23%; volatility
factors of the expected market price of the Company's common stock of 1.49;
option lives of 5 years; and no expected dividends.

The following is a summary of the Company's net loss and basic and diluted loss
per share as reported and pro forma as if the fair value based method of
accounting defined in SFAS 123 had been applied for the quarters ending June 30,
2001 and 2000:


                                  2001                          2000
                      ----------------------------  ----------------------------
                             As            Pro            As            Pro
                          Reported        Forma        Reported        Forma
                      ----------------------------  ----------------------------

     Net loss for
      the period       $ (850,228)     $ (824,968)    $ (143,757)    $ (143,323)
                      ============================  ============================

     Basic and
      diluted loss
      per share        $    (0.04)     $    (0.04)    $    (0.01)    $    (0.01)
                      ============================  ============================


The following stock options are outstanding at June 30, 2001:

                      Number          Price          Expiry
                    Of Shares       per Share         Date
                   ------------   ------------  ----------------
                     217,500          $1.50        June 20, 2005
                      15,000          $2.00     October 31, 2005
                   ------------
                     232,500
                   ============


NOTE 8 - LOSS PER SHARE

Statement of Financial Accounting Standards No. 128: Earnings per Share ("SFAS
128") replaces the presentation of primary earnings per share ("EPS") with a
presentation of both basic and diluted EPS for all entities with complex capital
structures including a reconciliation of each numerator and denominator.


<PAGE>

================================================================================
AMG OIL LTD.
(A Development Stage Enterprise)
Notes to the Consolidated Interim Financial Statements
(Unaudited - Prepared by Management)
================================================================================
For the Nine Months Ended June 30, 2001 and 2000
--------------------------------------------------------------------------------


NOTE 8 - LOSS PER SHARE (continued)

Basic EPS excludes dilutive securities and is computed by dividing income
available to common stockholders by the weighted-average number of common shares
outstanding for the year. Diluted EPS reflects the potential dilution that
could occur if dilutive securities were converted into common stock and is
computed similarly to fully-diluted EPS pursuant to previous accounting
pronouncements. SFAS 128 applies equally to loss per share presentations.

Stock options outstanding are not included in the computation of diluted loss
per share as such inclusion would be antidilutive due to net losses incurred for
the quarters ended June 30, 2001 and 2000.

A reconciliation of the numerators and denominators of the basic and diluted
loss per share calculations are as follows:

                                               2001                2000
                                          -------------       -------------

Numerator, net loss for the period        $    (850,228)      $    (143,757)
                                          -------------       -------------

Denominator:
Weighted-average number of shares
  Outstanding                                19,600,000          15,500,366
                                          -------------       -------------

Basic and diluted loss per share          $       (0.04)      $       (0.01)
                                          =============       =============

NOTE 9 - INCOME TAXES

There are no income taxes payable by the Company. At June 30, 2001 the Company
has certain resource and other unused tax pools to offset future taxable income
derived in the United States and New Zealand. The benefits of these resource and
other tax pools have been offset by a valuation allowance of the same amount.


<PAGE>




ITEM 2   MANAGEMENT DISCUSSION AND PLAN OF OPERATION

Forward-Looking Statements
--------------------------

This Form 10-QSB includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements in this Form 10-QSB, other than
statements of historical facts, that address activities, events or developments
that we expect, believe or anticipate will or may occur in the future, including
operating costs, future capital expenditures (including the amount and nature
thereof), the drilling of wells, reserve estimates and other such matters are
forward-looking statements. Although we believe the expectations expressed in
such forward-looking statements are based on reasonable assumptions within the
bounds of our knowledge of our business, such statements are not guarantees of
future performance and actual results or developments may differ materially from
those in the forward-looking statements.


<PAGE>


Factors that could cause actual results to differ materially from those in
forward-looking statements include: oil and gas prices; exploitation and
exploration successes; continued availability of capital and financing; general
economic, market or business conditions; acquisition opportunities or lack of
opportunities; changes in laws or regulations; risk factors listed from time to
time in our reports filed with the Securities and Exchange Commission; and other
factors.

Our company was incorporated on February 20, 1997 under the name Trans New
Zealand Oil Company by filing our Articles of Incorporation with the Secretary
of State in Nevada. We changed our name to AMG Oil Ltd. on July 27, 1998. We are
a Calgary, Alberta, Canada based oil and gas exploration company, and our
operations are conducted through our wholly-owned Subsidiary, AMG Oil (NZ) Ltd.
We conduct our exploration activities through an exploration office in
Wellington, New Zealand maintained by Indo-Pacific Energy Ltd., the operator on
our sole exploration Permit. In the future, although there can be no assurances,
we intend to participate in the exploration and, where warranted, development of
our existing permit and to investigate and to acquire interests in other oil and
gas properties in the Austral-Pacific region.

Our sole participating interest at present is in Petroleum Exploration Permit
38256 ("PEP 38256"or the "Permit"), a hydrocarbon exploration permit located on
the South Island of New Zealand. On July 3, 2001 we obtained approval from the
Minister of Energy of New Zealand to reorganize the participant's equity
interests in the Permit from two areas into one area, to streamline
administration of permit activities which are now as follows:

<TABLE>
<CAPTION>
                                         Previous Equity Interest     Reorganized Interest
Company                                 South Area       North Area    Over Entire Permit
-------                                 ----------       ----------    ------------------
<S>                                        <C>             <C>              <C>
Oil Ltd.                                   58%             50%              52.5%
Indo-Pacific Energy Ltd.                   20%             20%              20.0%
Magellan Petroleum Australia Limited       12%                               7.5%
Durum Cons. Energy Corp.                                   20%              10.0%
Orion Exploration Ltd.                     10%             10%              10.0%
</TABLE>

The equity interests held by Indo-Pacific and Orion were unaffected by the
reorganization, as they each held their respective interests in the entire
Permit.

We have not received any revenues from oil & gas operations to date, and we are
in a start-up phase with our existing assets. We currently have no significant
assets, tangible or intangible, other than the opportunities for our interest in
PEP 38256. We have ongoing obligations with respect to PEP 38256 and we expect
to need to place additional securities with investors, in order to raise the
capital required for our ongoing activities until such time that we can generate
revenues from operations.

There can be no assurance that we will earn revenue, operate profitably or
provide a return on investment to our security holders. Our activities to date
have consisted primarily of efforts to raise funds, acquire an interest in our
sole Permit, conduct preliminary seismic and geological studies over the Permit
and participate in drilling the Ealing-1 and Arcadia -1 exploration wells in the
fall of 2000. Neither of the exploration wells resulted in hydrocarbon
discoveries, and the wells were subsequently abandoned. As currently structured,
we propose to derive all of our revenue from a discovery of commercial
quantities of hydrocarbons in PEP 38256. By drilling the two exploration wells,
our company and our joint venture partners have met all the Permit work
obligations required for the initial five-year term, or to August 25, 2002. We
are now in the process of evaluating the information gained from drilling the


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Arcadia-1 and Ealing-1 exploration wells, with a view to planning future Permit
exploration programs, if any. If future exploration is warranted, a critical
part of our business plan will require capital to fund our share of future
seismic and drilling exploratory costs. There can be no assurance that we will
be able to successfully raise the capital required, when required, to meet our
proportionate costs, or that we will be successful in discovering commercial
quantities of hydrocarbons, or that we will have access to capital to develop a
successful discovery without significant dilution or cost to our stockholders.

Employees and Consultants

We are in the start up phase with respect to our business and none of our
executive officers are bound by employment agreements. Mr. Cameron Fink
(President) and Mr. David Bennett (Vice-President of Exploration) devote less
than 20% of their time to our business. We do not have any employees.
Indo-Pacific Energy Ltd., as the operator of the Permit and of which Mr. Bennett
is the President and CEO, conducts exploration activities on PEP 38256 on behalf
of the joint venture. As the operator incurs expenses on the Permit, the
operator submits cash calls on a periodic basis to our company. The dollar value
of the cash calls is based upon our respective percentage interests in PEP
38256. All geological, exploration and technical services are provided by
consultants, through the joint venture. We also receive corporate services from
DLJ Management Corp., a subsidiary of Trans-Orient Petroleum Ltd. The services
consist of shareholder relations and communications, administrative and
accounting support. DLJ Management Corp. provides their services on an hourly
basis and has devoted less than 20% of their time to matters related to our
business. DLJ Management Corp. bills monthly for its services on a cost recovery
basis for labor and rent, office costs, and employee benefits.

Properties

We recently relocated to a 200 square foot head office space, on a rent free
basis, located at Suite 1400, 700 - 4th Avenue SW, Calgary, Alberta, Canada,
from which our President conducts business on behalf of our company. We will
likely commence paying rent on this facility in the next quarter. The Permit
operator conducts business on our behalf in a 4000 square foot operations office
in Wellington, New Zealand. This office space is shared with the operator of PEP
38256, Indo-Pacific Energy Ltd. and two other exploration companies. The
operator bills us monthly for the facility on the basis of actual hours worked
for Permit related activities.

We currently have no oil or gas producing properties and at present, no known
deposits of oil or gas. Currently, our sole asset is our 52.5% interest in PEP
38256. Indo-Pacific Energy Ltd. is the operator of PEP 38256 and is carrying out
the required exploration programs on behalf of the joint venture pursuant to an
operating agreement dated June 25, 1998, under which our initial interest in the
Permit was acquired. Under the terms of the operating agreement, each
participant in the Permit is entitled to a specified equity share or percentage
in the Permit, provided each participant pays for its pro rata share of
expenditures or cash calls related to the development of the Permit. The level
of expenditures and the work program are determined by agreement between the
members of the joint venture, who vote pro rata with respect to their equity
share with respect to expenditure proposals. If any participant, including the
operator, fails to meet its required obligations or pay its portion of the cash
calls, that participant will automatically relinquish its interest to the other
participants in the Permit.

PEP 38256 is located in the Canterbury Basin on the South Island of New Zealand.
The Canterbury Basin is located both onshore and offshore in the area
surrounding the city of Christchurch. The total area of the Canterbury Basin is
approximately twelve million acres. The permit area is situated in the onshore
area surrounding Christchurch. The initial permit term is five years, but a
minimum of 50% must be relinquished within three years. On August 25, 2000 the
participants in PEP 38256 relinquished back to the government of New Zealand 50%


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of the PEP 38256 permit area that was considered to be of lesser potential.
Subsequent to the relinquishment, PEP 38256 covers an area of approximately 1.3
million acres, containing all the prospects and exploration leads so far
identified by our company and its joint venture partners.

The Permit is in good standing with the New Zealand Government, as we have met
all of the requirements under the initial work program. We currently estimate
that our share of expenditures to keep the permit in good standing for the
balance of the 2001 fiscal year requires approximately $25,000 to be incurred.

Results of Operations
-----------------------

During the first three months of the current fiscal year, we focused our efforts
on the drilling of the two exploration wells. During the second and third
quarter, our activities related to the Permit were minimal as we only evaluated
the results of the activities undertaken in the first quarter. Indo-Pacific, the
operator of the Permit has scheduled a meeting of the joint venture partners in
August 2001 to further review the results of the fore-mentioned analysis and
determine the future plans for the permit.

We did not generate any revenues from operations during the nine months ended
June 30, 2001, or during the comparable period. Our sole revenues during the
period were $13,088 in interest income earned on surplus cash balances, compared
to $7,706 for the nine months ended June 30, 2000.

Our total general and administrative expenses for the nine months ended June 30,
2001 were $135,206 compared to $131,613 for the comparable period. $79,522 of
the total expenses was amortization of deferred compensation related to our
stock option plan versus $1,852 in the comparable period. Salaries were $22,682
compared to $16,890 for the nine months ended June 30, 2000 and professional
fees were $26,859, versus $23,594. The balance of our general and administrative
costs consists of office expenses, shareholder relations expenses and
amortization of capital assets. Also included in general and administrative
costs is a gain on foreign exchange translation of $50,331 compared to a loss
$5,100 for the comparable period.

During the nine months ended June 30, 2001, we wrote down our investment in
Trans-Orient Petroleum Ltd. to the approximate market value at the end of the
reporting period. This write-down amounted to $18,766 versus $19,850 for the
comparable period ended June 30, 2000. We also wrote down our interest in PEP
38256 to reflect the plugging and abandoning of the two exploratory wells during
the first quarter and to reflect the approximate fair value for the interest in
the Permit. The write down amounted to $709,344 for the nine months ended June
30, 2001 and includes $499,546 of costs incurred during the first quarter for
the drilling of the two exploratory wells.

As a result of these transactions noted above, we incurred a loss of $850,228,
or $0.04 per share, compared to $143,757 or $0.01 per share for the nine months
ended June 30, 2000.

Liquidity and Capital Resources

During the nine months ended June 30, 2001, we used $33,548 of cash for
operating activities compared to $90,294 in the comparable period. Our sole
financing activity was for the comparable period only, and consisted of a
private placement of 5 million units at a price of $0.05 per unit, for a total
of $250,000. For the nine months ended June 30, 2001, we expended $522,484
primarily for exploration activities within PEP 38256, including the Company's
share for the drilling of two exploration wells in the first quarter, compared
to $316,554 for the nine months ended June 30, 2000. The expenditures in 2000


<PAGE>


related to seismic work and preliminary work leading up to drilling on the
Permit. The increase over the comparable periods relates primarily to the
drilling of the two exploration wells, which commenced during the first quarter
and were then subsequently plugged and abandoned.

At June 30, 2001 our current assets totaled $298,788 compared to $857,374 at the
beginning of the fiscal year, or $106,119 for the comparable period at June 30,
2000. Our current assets consisted of $294,776 in cash, $4 in accounts
receivable and $4,008 in prepaid expenses. Our current liabilities at June 30,
2001 were $43,833, of which $40,849 was due to related parties for Permit
related costs and administrative costs. Cash on hand is currently our only
source of liquidity. We do not have any lending arrangements in place with
banking or financial institutions and we do not anticipate that we will be able
to secure these funding arrangements in the near future.

We believe our existing cash balances are sufficient to carry our normal
operations for the next twelve months, unless additional seismic and drilling
activities are undertaken during this period. To the extent that we require
additional funds to support our operations or the expansion of our business, we
may sell additional equity or issue debt. Any sale of additional equity
securities will result in dilution to our stockholders. There can be no
assurance that additional financing, if required, will be available to our
company or on acceptable terms.


              PART II -OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submissions of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

None.

(b) Reports on Form 8-K filed during the quarter.

None.


<PAGE>


In accordance with the requirements of the Exchange Act, the Company has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                         AMG Oil Ltd.



Dated: August 12, 2001     By:  /s/Cameron Fink
                             _________________________________
                             Cameron Fink, President

Dated: August 12, 2001     By:  /s/Michael Hart
                              _________________________________
                              Michael Hart, Secretary

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